SPIRITUS MUNDI PLC

Annual Report • Jun 11, 2025

Spiritus Mundi plc

Annual Report and Financial Statements

For the financial year ended 30 September 2024

Registered number 13364657 (England and Wales)

Chairman's Statement 3
Strategic Report 5
Board of Directors 10
Directors' Report 12
Directors' Remuneration Report 22
Independent Auditor's Report 24
Statement of Comprehensive Income 32
Statement of Financial Position 33
Statement of Cash Flows 34
Statement of Changes in Equity 35
Notes to the Financial Statements 36

Company Information

Directors	Zaccheus Chin Leng Peh Simon Winson Ng Wesley Gordon Lawrence Wong Fatt Heng Timothy Mark Metcalfe	Non-Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director
Company Secretary	Westend Corporate LLP
Registered Office	6 Heddon Street London W1B 4BT United Kingdom
Registered number	13364657 (England and Wales)
Auditors	MHA 2 London Wall Place London EC2Y 5AU United Kingdom
Financial Adviser	Strand Hanson Limited 26 Mount Row London W1K 3SQ United Kingdom
Legal Advisers	Hill Dickinson LLP The Broadgate Tower 20 Primrose Street London EC2A 2EW United Kingdom
Registrars	Neville Registrars Limited Neville House Steelpark Road Halesowen B62 8HD United Kingdom
Financial PR	IFC Advisory Limited Birchin Court 20 Birchin Lane London EC3V 9DU United Kingdom
Company website	www.spiritusmundiplc.com

Chairman's Statement

Dear shareholder,

I have pleasure in presenting the financial statements for Spiritus Mundi plc ("Spiritus Mundi" or the "Company") covering the financial year ended 30 September 2024. Since 8 July 2022, the Company's ordinary shares had been admitted to the Official List of the FCA and trading on the London Stock Exchange. In July 2024, the Financial Conduct Authority (FCA) updated its Listing Rules, including the categories under which securities are listed on the Official List. The Company's listing category is now Equity Shares (shell companies).

Spiritus Mundi plc is a special purpose acquisition company that is seeking acquisition targets in Europe and Asia in the clinical diagnostics sector which include (but are not limited to):

• Clinical laboratory services (clinical lab);
• Clinical Diagnostics (PCR and blood test); and
• Digital Health (Healthcare IT platform).

During the financial year, the Directors have reviewed a number of potential acquisition targets in Europe and the Asia Pacific regions. These potential targets have encompassed a number of areas, but the greatest potential was seen in the clinical laboratory and clinical diagnostic areas.

On 6 March 2024 the Company announced that it had entered into a heads of terms (the "Head of Terms") to acquire the entire issued share capital of InReste Pte. Ltd. ("InReste") (the "Proposed Acquisition"). The Proposed Acquisition would constitute a reverse takeover under the UK Financial Conduct Authority ("FCA")'s Listing Rules. The Company therefore requested the suspension of its listing on the Official List and from trading on the Main Market of the London Stock Exchange, pending the publication of an admission document and application by the Company to have its enlarged share capital admitted to trading on the AIM market of the London Stock Exchange.

Post year end on 3 February 2025 the Company announced that it was now pursuing the acquisition of Restalyst Pte. Ltd., solely. The Proposed Acquisition has now been amended such that, if completed, the Company will own the entire issued share capital of Restalyst Pte. Ltd. ("Restalyst") and Reste Laboratories Pte. Ltd. ("ResteLab").

ResteLab operates a 20,000 square foot state-of-the-art laboratory in central Singapore, offering a comprehensive selection of testing, screening and laboratory services to clinicians and healthcare professionals. It is automated to process laboratory tests quickly, turning around up to 10,000 tests daily. These services are complemented by Restalyst, which is an innovative biomedical company that develops, manufactures and markets a range of diagnostic solutions. It provides clinically-proven diagnostic solutions, including a number of patented solutions, to the medical and healthcare industry including detection kits for gastric cancer, nasopharyngeal (nose) cancer and liver cancer.

Zaccheus Peh, the Company's Non-Executive Chairman, is a significant shareholder of both Restalyst and ResteLab.

Whilst there is no guarantee that the Proposed Acquisition, as amended to include both Restalyst and ResteLab, will be completed, the company is working hard with its advisers to complete the transaction and have the Company's shares admitted to trading on the AIM Market of the London Stock Exchange as soon as possible.

On behalf of the Board, I would like to thank all our shareholders and other stakeholders for their continued support as we continue to focus on completing the Proposed to deliver attractive returns for shareholders.

Chairman's Statement (continued)

Financial Highlights

• Net cash as at 30 September 2024 of £27,334 (30 September 2023: £498,626)
• Net liabilities as at 30 September 2024 of £140,063 (30 September 2023: net asset of £425,847)
• Operating loss and loss before tax of £592,921 (30 September 2023: £537,979)
• Basic and diluted loss per share of £0.01 (30 September 2023: £0.01)

Zaccheus Peh Non-Executive Chairman 09 June 2025

Strategic Report

The Directors present the Strategic Report of the Company for the financial year ended 30 September 2024.

Review of Business in the Financial year

Strategy

Spiritus Mundi is focusing on acquisition opportunities in the clinical diagnostics sector which includes clinical laboratory services, clinical diagnostics companies and healthcare IT platforms. The Directors are in-charge of carrying out the Company's objectives, implementing its acquisition policy and financing and business strategies, as well as managing the Company as a whole. The Board shall examine and make decisions about all acquisitions, divestitures, and other strategic matters.

During the financial year, the Directors have reviewed a number of potential targets from Europe and Asia Pacific regions and are progressing the Proposed Acquisition that encompasses activities in the clinical laboratory services and clinical diagnostics areas, currently focused on the Asia Pacific region, but with the potential to expand into other regions. Whilst there can be no certainty that an appropriate agreement can be reached with these potential target, the Directors are optimistic that the transaction can be completed.

Financial review

The Company incurred a loss for the financial year ended 30 September 2024 of £592,921 (2023: £537,979), mainly from the Directors fees and professional fees required to operate the Company.

Cash flow

Net cash outflow for the financial year was £471,292 (2023: net outflow of £442,913), made up of the loss for the financial year, less working capital changes.

As at 30 September 2024 the Company held £27,334 (2023: £498,626) in cash.

Key Performance Indicators

Other than continued monitoring and minimisation of all operating costs expenditure, there are no key performance indicators for the financial year ended 30 September 2024 as the Company has not completed an acquisition.

Principal Risks and Uncertainties

The principal risks and the steps taken by Company to mitigate these risks are as follows:

The Company is a newly formed entity with no operating history

The Company was incorporated in April 2021 and had yet to complete a transaction as at 30 September 2024. As announced in March 2024, the Company has entered into a heads of terms for a proposed acquisition. However, there is no guarantee that this proposed acquisition will result in an actual acquisition. The Company will not generate any revenues from operations unless it completes an acquisition.

There is no assurance that the Company will identify suitable acquisition opportunities in a timely manner and the current cash on hand is not sufficient for the acquisition exercise

The success of the Company's business strategy is dependent on the Directors' ability to identify sufficient suitable acquisition opportunities. If the company cannot identify and/or complete an acquisition the Company will still need to raise further working capital and/or consider winding up of the Company if it transpires that an acquisition strategy is no longer viable.

Strategic Report (continued)

Principal Risks and Uncertainties (continued)

In addition, the Company will still have to raise further funds in order to complete the acquisition. The Company's ongoing operational costs, which does not include professional fees for acquisitions, is approximately £416,000 per annum and the cash on hand as at 30 September 2024 is £27,334 (30 September 2023: £498,626). This represent a material uncertainty as to the going concern status of the Company, although the Directors are confident that they will be able to raise further funds to complete the Proposed Acquisition.

Due diligence risk

The Company intends to conduct such due diligence in relation to potential acquisitions. In doing so, the Company will rely on publicly available information and information provided by the relevant target company to the extent such company is willing or able to provide such information and, in some circumstances, third party investigations. Such investigations may fail to reveal or highlight all relevant facts that may be necessary and, if that is the case, issues may arise following completion which could, if they are sufficiently material, result in a material adverse effect on the Company's operations.

The Company may face regulatory hurdles in its target market

The Company's chosen market, the clinical diagnostics sector, is highly regulated. Applicable regulations may include those governing the production, handling, transportation and distribution of chemicals, drugs and other similar products, and the authorisation and marketing of medical devised and in vitro (or other) diagnostic medical services. Any breach of these requirements, loss of required licences and authorisations, or any failure to obtain regulatory clearances or approvals for the target company's current or newly developed products and services, or service enhancements could negatively impact the Company's growth, income and profitability.

The target company or business may also be subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government penalties or debarment could lead to a reduction in revenue associated with these customers.

The Company's target market relies on favourable Government policy towards companies operating in the sector. Any government may change policy or introduce legislation that affects the Company and its target sector.

The Company may face significant competition for acquisition opportunities

The Company may face competition in some or all acquisition opportunities that it may explore. Such competition may for example come from strategic buyers, other special purpose acquisition companies and public and private investment funds, many of which are well established and have extensive experience in identifying and completing acquisitions. These competitors may possess greater technical, financial, human and other resources, have higher risk tolerances and different sources of funding or are prepared to accept lower returns than the Company. The Company cannot assure Shareholders that it will be successful against such competition. Such competition may cause the Company to be unsuccessful in executing any acquisition or may result in a successful acquisition being made at a significantly higher price than would otherwise have been the case.

In the event that the Company does not complete an acquisition, the Shareholders may be required to take action to wind up the Company

The Company has been incorporated to undertake the acquisition of a target company and/or business. In the event that the Company does not complete an acquisition, it may be necessary to wind up the Company. On any such wind up there can be no assurance as to there being any capital to return to shareholders and shareholders may lose the entire value of their investment.

Strategic Report (continued)

Principal Risks and Uncertainties (continued)

It is the intention of the Directors that in the event that no acquisition has been completed by 30 September 2025, shareholders will be consulted as to the on-going direction and activities of the Company.

On-going economic uncertainties and global events

The volatile economic situation arising from high inflationary and high-interest rate market as well as geopolitical unrest, trade war among trading nations amidst the gradual recovery from the COVID pandemic, may present a wide range of potential issues or complications for the Company, most of which are currently unascertainable.

Macroeconomic and global issues, such as those resulting from the ongoing hostilities between Russia and Ukraine, and rising trade tensions among trading nations may affect the wider economic environment and make any acquisition opportunities available to the Company less attractive or reduce the returns available to shareholders.

The heightened focus on healthcare and access to testing as a result of COVID-19, has increased the probability of changes to future government healthcare policy. Any changes to the legislation applicable to, or the regulatory status of, the Company, or the Company's underlying investments, could affect the Company's ability to provide returns to Shareholders.

Key Personnel

The Company does not currently trade and has no employees other than the Directors. The Company has minimal environmental and social impact in its current state. The Directors will ensure that when the Company makes an acquisition, they have sufficiently considered the acquisition's potential impact on both the environment and its consideration of social corporate responsibilities and will ensure that appropriate safeguards are in place.

Analysis by gender at the end of the financial year

As at	As at
30 September 2024	30 September 2023
Directors	Directors
Male 5	5

There are no senior management or staff employed by the Company during the financial year.

The FCA Listing Rules require companies to report on whether they have met the targets on board diversity set out in the Parker Review's recommendations with respect to ethnic and cultural representations on UK boards. As at 30 September 2024, the Company had not met the gender diversity requirement that 40% of the individuals on the board are women, and that at least one of the senior positions on the board is a woman. The Company has however met the requirement for at least one director is from a minority background.

The Company recognises the benefits of having a diverse Board and the Directors come from a variety of geographic, ethnic and social backgrounds. All Board appointments were based on merit against a set of objective criteria, in terms of skills and experience required for the Board to be effective. The Board composition will be re-evaluated when an appropriate target company has been identified, to take into consideration the skills and expertise required for the nature of the target company and the Company's status as a publicly traded entity.

Strategic Report (continued)

Section 172 Statement

Under section 172 of the Companies Act 2006 ("Section 172"), a director of a company must act in a way that they consider, in good faith, and would most likely promote the success of the company for the benefit of its members as a whole, taking into account the non-executive list of factors set out in Section 172.

Section 172 also requires directors to take into consideration the interests of other stakeholders set out in Section 172(1) in their decision making.

The Company, as a special purpose acquisition vehicle seeking an acquisition that: has yet to complete an acquisition; has no employees; and has a Board and business which came together in conjunction with the Company's Admission, has had relatively little interaction with its members and internal stakeholders during the financial year ended 30 September 2024 (the "Reporting Period").

Engagement with our members plays an essential role throughout our business. We are cognisant of fostering an effective and mutually beneficial relationship with our members. Our understanding of our members is factored into boardroom discussions and decisions regarding the potential long-term impacts of our strategic decisions.

Post the Reporting Period, the Directors have continued to have regard to the interests of the Company's stakeholders, including the potential impact of its future activities and acquisition strategy on the community, the environment and the Company's reputation, when making decisions. The Directors also continue to take all necessary measures to ensure the Company is acting in good faith and fairly between members and is promoting the success of the Company for its members in the long term.

As outlined above, the Company did not retain any employees during the Reporting Period and therefore this Section 172 statement does not make reference to how we consider their interests. The Company will monitor the need to incorporate the interests of employees in its decision making as the Company grows.

The table below acts as our Section 172 statement by setting out the key stakeholder groups, their interests and how the Company engages with them. Given the importance of stakeholder focus, long-term strategy and reputation to the Company, these themes are also discussed throughout this Annual Report.

Strategic Report (continued)

Stakeholder	Their interests	How we engage
Investors	 Comprehensive review of financials  Business sustainability  High standard of governance  Success of the business  Ethical behaviour  Awareness of long-term strategy and direction	 Regular reports and analysis on investors and shareholders  Annual Report  Company website  Shareholder circulars  AGM  RNS announcements  The engagement of an investor relations adviser
Regulatory bodies	 Compliance with regulations  Company reputation  Insurance	 Company website  RNS announcements  Annual Report  Direct contact with regulators
Partners	 Business strategy  Application of acquisition strategy	 Meetings and negotiations  Reports and proposals  Dialogue with third party stakeholders where appropriate

Approved by the Board on 9 June 2025

Zaccheus Peh Non-Executive Chairman 9 June 2025

Board of Directors

Chin Leng Zaccheus Peh (ZP), Founder and Non-Executive Chairman

Zaccheus has 17 years' experience in the healthcare industry, including development of clinical diagnostics, laboratory services and medical services. He is the founder of Restalyst, a cancer diagnostic company, growing it from a small one-product start-up into an innovative biomedical company that develops, manufactures and markets a range of clinical cancer diagnostic solutions across the Asia Pacific market. Restalyst holds patents to several clinical cancer diagnostic solutions.

Pursuing development opportunities in the healthcare sector pro-actively and capitalising on Restalyst's success, Zaccheus incorporated Reste Laboratories ("ResteLab") in 2016 as a service extension. Under Zaccheus' leadership, within a few years into operations, ResteLab secured work from several medical clinics in the eastern part of Singapore where the laboratory is located. In 2021, the laboratory expanded its facilities, establishing a 18,000 square feet laboratory in central Singapore.

Zaccheus's achievements have gained recognition in the healthcare industry, and leveraging on his strong social network, he has built a dynamic core management team consisting of industry experts who are working alongside him to expand ResteLab's footprint in Singapore and regionally. Zaccheus is committed to continuing development of ResteLab and intends ResteLab to be the leading service provider. Prior to setting up Restalyst, Zaccheus has over a decade worth of management experience in various sectors within several multinational companies and SMEs. In these roles, he was recognised for turning lossmaking divisions or companies into profitable ones.

Dr Simon Winson Ng (SWN), Non-Executive Director

Winson is the Chief Investment Officer and Investment Committee member of Moonfare, a digital private markets platform, operating predominantly in Europe and Asia. He has over 20 years of experience in private equity, investments and investment banking. Prior to his current role, he spent six years with UBS Wealth Management as head of the private markets group and twelve years with the Government of Singapore Investment Corporation (GIC), a Singapore sovereign wealth fund, as a Senior Vice President of Private Equity where he managed significant commitments to a large number of private equity funds and executed a wide range of co-investments. During his tenure at the GIC, Winson led and oversaw Investment Committee approval for over US\$500m in more than 16 co-investments and commitments of more than US\$6bn to over 40 investment funds.

At GIC and UBS, Winson managed significant commitments to a large number of private equity funds and multiple co-investments globally. Winson's coverage included a wide representation of growth, mid-market and large buyout funds as well as funds in mezzanine, credit, infrastructure and the distressed space. He has extensive experience in over a dozen direct investments covering a wide range of sectors including TMT, engineering, paper and packaging, waste recycling, retail, insurance and infrastructure. He has served as an advisory board member for over 20 private equity funds. Earlier in his career Winson worked in investment banking and corporate finance in London with Robert Fleming Investment Bank, strengthening his knowledge and experience of the UK and the European markets.

Winson has not previously been a director of a listed entity, but he has been an advisory member and sat on the advisory board of many large private equity funds which invest in private companies and sometimes in public listed companies, including the likes of Apax, CVC and Carlyle Group. These boards do not opine on the investment decisions but do preside on the governance and conflicts that arise in the running of the private equity funds.

Board of Directors (continued)

Wesley Gordon Lawrence (WL), Non-Executive Director

Wesley has more than 35 years of experience in the pathology industry, which helped him build an extensive global network and a strong track record in building pathology assets.

Wesley is currently an industry consultant after retiring in 2019 as CEO of Healius Pathology (Specialist Diagnostics Services), a pathology business in Australia that is part of the ASX-listed Healius Limited group, with revenue of AUD1.2bn, 2,000 locations, 100 labs and 8,000 employees (2020) across Australia. Prior to this, Wesley was the CEO of Laverty Pathology, a provider of pathology and medical diagnostic services to doctors, specialists and hospitals throughout the state of New South Wales.

Wesley started his career in 1992 as a laboratory manager with QML Pathology, a Queensland medical diagnostic provider that operates 400 collection centres, 23 laboratories, 35 pathologists, and over 2,000 staff, offering a comprehensive range of diagnostic pathology tests for more than 15,000 patients per day. During his time at QML Pathology, Wesley was promoted to regional manager for central Queensland in 1999 and regional operations manager in 2002, a role he held until his departure in 2014.

Wong Fatt Heng (WFH), Non-Executive Director

Wong is, since 2019, the CEO of DIAN Diagnostics Group Co., Ltd, a China-based medical diagnostic service provider, trading on the Shenzhen Stock Exchange, with a market cap of approximately US\$2.9bn and revenues of US\$1.5bn (2020).

Wong started his career in 1982 as a medical technologist at the American Hospital in Singapore. In 1986 he joined the Roche Group where he spent 33 years working in various businesses across the Asia Pacific Region. Starting initially with Roche Diagnostics Asia Pacific, as product manager, he then was appointed as business unit head at Roche Diagnostics Shanghai Limited. After a secondment to Malaysia, he was appointed the General Manager in Roche Diagnostics Shanghai in 2006, a role he held for 13 years.

Wong has Bachelor of Applied Science in Medical Technology from the Curtin University and has been engaged by various academic institutions as visiting professor. For his contribution to the People's Republic of China, in 2016 he was awarded the Chinese Government Friendship Award (the highest award for "foreign experts who have made outstanding contributions to the country's economic and social progress") by the State Administration of Foreign Experts Affairs and received the Honorary Citizen of Shanghai award for "bringing technologies into China that had benefited the medical community, cultivated talent in the field of bioscience and promoted the development of clinical laboratory research".

Timothy Mark Metcalfe (TM), Non-Executive Director

Tim is an experienced corporate financier, having started his career in the City of London in 1994 and having spent nearly 30 years working at Robert Fleming & Co., N M Rothschild, Westhouse Securities, Northland Capital Partners and was Joint CEO of Zeus Capital, having grown it to be one of the leading fund raisers for small and mid-cap quoted companies in London, prior to being the co-founder, in 2015, of IFC Advisory, an investor relations and financial PR adviser to small and mid-cap companies.

Tim has extensive experience in advising small and mid-cap quoted companies on IPOs, fund raisings, M&A, strategy, investor relations and regulatory matters.

Tim is the Senior Independent Non-Executive Director of The Investment Company plc, a London Main Market listed investment trust, and is the Non-Executive Chairman of Nichols Cars Limited.

Directors' Report

The Directors present their report with the audited financial statements of the Company for financial year ended 30 September 2024. A commentary on the business for the financial year is included in the Chairman's Statement on page 3. A review of the business is also included in the Strategic Report on pages 5 to 9.

Principal Activity

The Company's principal activity is to seek an acquisition in the clinical diagnostics sector.

Directors

The Directors who served, at any time during the financial year were as follows:

Director	Position	Appointed	Resigned
Zaccheus Peh (ZP)	Director	28 April 2021	-
	Non-Executive Chairman	1 July 2021
Simon Winson Ng (SWN)	Non-Executive Director	1 July 2021	-
Wong Fatt Heng (WFH)	Non-Executive Director	8 July 2022	-
Wesley Gordon Lawrence (WL)	Non-Executive Director	8 July 2022	-
Timothy Mark Metcalfe (TM)	Non-Executive Director	1 April 2023	-

Directors' Interest in Shares

The beneficial interest of the Directors in the ordinary share capital of the Company as at 30 September 2024 was:

	Holdings registered in name of		Holdings in which Director is
	Director		deemed to have an interest
No. of Ordinary Shares	No of shares	% of issued	No of shares	% of issued
		share capital		share capital
Zaccheus Peh (a)	6,400,000	12.98	-	-
Simon Winson Ng	6,600,000	13.39	2,000,000 (b)	4.06
Wong Fatt Heng (c)	2,000,000	4.06	-	-
Wesley Gordon Lawrence	-	-	-	-
Timothy Mark Metcalfe (d)	795,440	1.61	620,522 (e)	1.26

(a) 6,400,000 shares of Zaccheus Peh were held in nominee accounts

(b) Simon Winson Ng's deemed interest arises from 2,000,000 shares held by his family office and 2,000,000 warrants arising from IPO subscription.

(c) 2,000,000 shares of Wong Fatt Heng were held in nominee accounts

(d) 795,440 shares of Timothy Mark Metcalfe were held in a nominee account

(e) 620,522 shares held by Timothy Mark Metcalfe's wife, Jane Metcalfe, in a nominee account

The Directors' outstanding options and warrants to take up unissued ordinary shares of the Company at 30 September 2024 were:

	Number of Warrants	Number of Options
	Vested	Vested
Zaccheus Peh	11,140,000*	-
Simon Winson Ng	3,300,000	750,000
Wong Fatt Heng	1,000,000	750,000
Wesley Gordon Lawrence	-	750,000
Timothy Mark Metcalfe	-	-
	15,440,000	2,250,000

* Included in the disclosure above, 1,140,000 warrants awarded arose from IPO subscriptions.

Directors' Report (continued)

Rachel Stella Jan Maguire has 750,000 options outstanding although she resigned as a Non-Executive Director on 1 April 2023.

In addition to the above, as detailed in note 11 to the financial statements, the Company is contractually committed to issue 10,000,000 additional share warrants to Zaccheus Peh on a successful Reverse Takeover acquisition being achieved.

At the date of the Listing, the Directors had undertaken that all shares held by Directors and Directors warrants and options are subject to a 12 month lock-in period from date of Listing followed by a subsequent 12 month period where they shall only be entitled to sell shares in such a manner that would not create a disorderly market in the shares.

During the year, the company received cash deposits of £38,000 from Zaccheus Peh and £22,500 from Wesley Lawrence respectively, in anticipation of exercising warrants and options.

Directors' third-party and pension scheme indemnity provisions

No qualifying third-party indemnity provision and/or qualifying pension scheme indemnity provision was in place for any of the directors at any time during the financial year or at the date of approval of the directors' report.

Employees

The Company has no employees. All Directors are considered to be non-executive.

Substantial Shareholders

As at 30 September 2024, the total number of issued ordinary shares with voting rights in the Company was 49,300,000. Details of the Company's capital structure and voting rights are set out in note 12 to the financial statements.

The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at 30 May 2025.

Party Name	Number of Ordinary	% of
	Shares	Share Capital
Pershing Nominees Limited **	20,621,924	41.83
The Bank of New York (Nominees) Limited **	15,105,000	30.64
Simon Winson Ng*	6,600,000	13.39
Zaccheus Peh*	6,400,000	12.98
Aurora Nominees Limited **	4,970,000	10.08
Wong Fatt Heng*	2,000,000	4.06

* directors

** the nominee companies have not notified the Board of any additional shareholders with more than 3% to the date of approval of the financial statements and the nominee companies do not hold any directors shares not already disclosed here.

Share Capital

During the financial year and after the financial year end, the company only has one class of shares, ordinary shares, which all rank pari passu with each other in relation to voting, dividend and capital rights, as discussed in note 12 of the financial statements.

Directors' Report (continued)

Share Capital (continued)

All existing and new shares held by Directors, including any shares exercised under Directors Warrants and Options, were subjected to a 12 month lock-in period from date of Listing and followed by a subsequent 12 month period where they shall only be entitled to sell shares in such a manner that would not create a disorderly market in the shares. There are no other restrictions on any other shares.

Financial instruments

Details of the use of the Company's financial risk management objectives and policies as well as exposure to financial risk are contained in the accounting policies and note 13 of the financial statements.

Greenhouse Gas (GHG) Emissions

Given the very nature of its operations during the financial year under review, the company has consumed less than 40,000kwh of electricity and gas in the financial year. Under Streamlined Energy and Carbon Reporting requirements, the company is considered a 'low energy user' and is exempted from the reporting requirements. Following a successful acquisition, the Company is aware it may be required to report, once trading has commenced following an acquisition.

Dividends and Dividend policy

The Directors do not propose a dividend in respect of financial year ended 30 September 2024 (2023: £Nil).

Further income generated by the Company is likely to be re-invested in the Company to implement its strategy. The Directors recognise the importance of dividends to investors and, as the Company's business matures, will keep under review the desirability of paying dividends. Before an acquisition, the Company will only pay dividends to the extent that to do so is in accordance with the Companies Act and all other applicable laws.

The Company intends to deliver returns for shareholders primarily from capital appreciation of the ordinary shares rather than distribution via dividends, as well as potentially through further complementary acquisitions. Any dividends paid are pursuant to the Company's dividend policy above.

Events subsequent to the financial year end

There have been no significant events since the end of the financial year.

Corporate Governance

The Directors exercise all powers over the Company's affairs and the Company does not have any other employees.

The Directors, who are all Non-Executive Directors are committed to maintaining high standards of corporate governance and recognise their responsibilities as directors of a public company.

The Board, so far as is practicable given the Company's size and nature, has adopted the QCA Code as its chosen corporate governance framework. However, at present due to the size of the Company, the Directors acknowledge that adherence to certain other provisions of the QCA Code may be delayed until such time as the Directors are able to fully adopt them following an acquisition.

In particular, action will be required in the following areas:

o given the Company's size, the Company has not appointed any executive or independent directors. As the Company grows, the Board will seek to appoint executive and independent directors, one of whom will be appointed as senior independent director;

Spiritus Mundi plc Annual Report for the financial year ended 30 September 2024

Directors' Report (continued)

Corporate Governance (continued)

• o the Company, having not yet completed an acquisition, is considered by the Directors to be too small to currently have an audit committee, a remuneration committee or a nominations committee. As such the whole board, which is comprised only of non-executive directors, performs these roles. Appropriate committee will be established upon the completion of an acquisition along with incorporating terms of reference for them. Until then the whole Board acts in these capacities, which the Directors consider remains appropriate;
• o the QCA Code recommends that companies publish key performance indicators which align with strategy and feedback through regular meetings with shareholders and directors. The Company will not comply with this provision until after such time as it has made an acquisition; and
• o given the Company's size, it has not yet developed a corporate and social responsibility policy. One will be put in place at the appropriate time.

The QCA Code identifies ten principles that focus on the pursuit of medium to long-term value for shareholders without stifling entrepreneurial spirit. Spiritus Mundi's adoption of the QCA principles are summarised in the table below.

No	QCA principle	Spiritus Mundi Application
1	Establish a strategy and business model which promote long-term value for shareholders	Spiritus Mundi is a special purpose acquisition company that is seeking acquisition targets in Europe and Asia in the clinical diagnostics sector to include (but not limited to):
		 Clinical laboratory services (clinical lab);  Clinical Diagnostics (PCR and blood test); and  Digital Health (Healthcare IT platform).
		The Directors believe there are attractive acquisition opportunities in these sectors. The Directors plan to use Spiritus Mundi as a vehicle to acquire one or more exciting businesses in these areas in order to generate attractive returns for shareholders.
		On 15 November 2023, the Company had also appointed Strand Hanson Limited as Financial Adviser to assist with the achievement of this objective.
2	Seek to understand and meet shareholder needs and expectations	The Board engages with shareholders and the broader investment community via a variety of channels and activities including the annual general meeting, updates to shareholders via reporting and the regulatory news service, and presentations. The Chairman is the primary contact for investor interaction, alongside IFC Advisory, the Company's retained investor relations adviser.

Spiritus Mundi plc Annual Report for the financial year ended 30 September 2024

Directors' Report (continued)

Corporate Governance (continued)

No	QCA principle	Spiritus Mundi Application
3	Take into account wider stakeholder and social responsibilities and their implications for long-term success	Spiritus Mundi's culture is one of openness and this includes seeking feedback and insights from the various stakeholders, in addition to the investor communications described under principle 2. At present the Company has no employees other than the Directors, but the Board is conscious of its wide social responsibilities and these will be a key consideration when assessing potential acquisition opportunities.
4	Embed effective risk management, considering both opportunities and threats, throughout the organization	The Board is responsible for identifying the major business risks faced by the Company and for determining the appropriate course of action to manage those risks. The risks facing the Company are formally considered at Board meetings and by the Directors on an ongoing basis. The risks that the Board consider to be principal risks to the group's business and how they are mitigated are set out in the Strategic Report.
5	Maintain the board as a well-functioning, balanced team led by the chair	The QCA Code requires that boards have an appropriate balance between executive and non executive directors and that each board should have at least two independent directors. Given the Company's size, the Company has not appointed any executive or independent directors. As the Company grows, the Board will seek to appoint executive and independent directors, one of whom will be appointed as senior independent director.
6	Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities	Details of the background and experience of the Directors of the company are set out in this report. These demonstrate that the Board collectively has the necessary skills and experiences, to execute the Company's strategy effectively. The Directors comprise those with extensive experience in the Company's chosen sectors of focus, a specialist in governance and stakeholder engagement and an investment specialist.
7	Evaluate board performance based on clear and relevant objectives, seeking continuous improvement	A board self-evaluation process led by the chairman will take place every two years, using a QCA-sponsored questionnaire and process. Low scoring or divergent scoring responses will be discussed, with gaps and actions for improvement identified.
8	Promote a corporate culture that is based on ethical values and behaviours	Given the Company's size, it has not yet developed a corporate and social responsibility policy. One will be put in place after the completion of an acquisition.

Directors' Report (continued)

Corporate Governance (continued)

No	QCA principle	Spiritus Mundi Application
9	Maintain governance structures and processes that are fit for purpose and support good decision-making by the board	Formal board meetings are held periodically to review strategy, management and performance of the Company, with additional meetings between those dates convened as necessary, in particular to review any potential acquisition opportunities. Regular ad hoc discussions also take place between the directors to ensure that the Company is being appropriately managed and acquisition opportunities are appropriately reviewed. The Company is currently considered by the Directors to be too small to have an audit committee, a remuneration committee or a nominations committee established and the appointments to such committees will be revisited upon the completion of an acquisition along with incorporating terms of reference for them.
10	Communicate how the company is governed and is performing, by maintaining a dialog with shareholders and other relevant stakeholders	The Company's approach to investor and shareholder engagement is described under Principle 2 above. Annual reports, Annual General Meeting notices, regulatory announcements, and other governance related materials are available from the Company's website.

The following table shows the attendance of all directors at Board Meetings and formal resolutions during the year:

	Scheduled
	Meeting	Attended
Zaccheus Peh	4	4
Simon Winson Ng	4	3
Wong Fatt Heng	4	4
Wesley Gordon Lawrence	4	4
Timothy Mark Metcalfe	4	4

The Company's approach to dealing with the wider stakeholder group is also detailed in the S172 statement within the Strategic Report.

In line with the Company's adherence to the QCA Code and the Directors fiduciary duties, the Company will hold timely board meetings as issues arise which require the attention of the Board. The Board, led by the Chairman, is responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It is the Directors' responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company, on behalf of the shareholders, to whom they are accountable. The primary duty of the Directors is to act in the best interests of the Company and shareholders as a group at all times.

Directors' Report (continued)

Corporate Governance (continued)

The Board addresses issues relating to internal control and are responsible for establishing and monitoring systems of internal control. The Directors have implemented a system of internal controls commensurate to the size and nature of the Company and reviews the effectiveness of systems of control periodically. The Board is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company. It maintains an appropriate process for financial reporting to enable them to ensure that the Company financial statements comply with the Companies Act and other regulatory requirements. The Board has adopted a policy to ensure there are appropriate checks and balances in its bank authorisations and payment processes. Such a system can only provide reasonable, but not absolute, assurance against material misstatement or loss. The Board believes that the Company has internal control systems in place appropriate to the size and nature of its business.

In the year the Board met formally on four occasions and these were supplemented by additional meetings between the Directors, where required, for the proper management of the Company. In the coming year, there are scheduled to be more formal Board meetings, supplemented by additional meetings throughout the year as required for the execution of the Company's strategy. Dialogue occurs regularly between Directors outside of scheduled meetings.

The Board is also responsible for identifying the major business risks faced by the Company and for determining the appropriate course of action to manage those risks. The Board considers any additional business risks and improvement to the control environment as matters arise and where required, especially in area where opinions and judgements are required, the Company has engaged professionals in certain subject matters to guide the Board accordingly. The Company currently engages the following external advisors:

• Hill Dickinson LLP legal, governance and regulatory filings;
• Westend Corporate LLP company secretarial,
• Strand Hanson Limited financial adviser; and
• IFC Advisory Limited investor relations and financial public relations

Additionally, the Board has sought the advice of an independent valuer for the valuation of its warrants and options issued at the time of the Listing in the period ended 30 September 2022.

The Directors do not believe the Company is of the size that warrants an internal audit function although this will be considered following an acquisition.

Going Concern and Long-Term Viability Statement

The financial statements have been prepared on the assumption that the Company will continue as a going concern. Under this assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the financial statements.

As set out in the Strategic Report on pages 5 to 9, the current activity of the Company is to explore acquisition opportunities and the Directors are currently focused on progressing discussions with one potentially suitable target. The success of the Company's business strategy is dependent on the Directors' ability to complete the Proposed Acquisition, together with raising the associated funding required. If the Company cannot complete the Proposed Acquisition, the Company will still need to raise further working capital and/or consider winding up of the Company if it transpires that an acquisition strategy is no longer viable.

Directors' Report (continued)

Going Concern and Long-Term Viability Statement (continued)

The Company's current ongoing operational costs, which do not include professional fees for acquisitions, are approximately £416,000 per annum and the cash on hand as at 30 September 2024 was £27,334. As at 13 May the Company has cash on hand of £4,670.

Based on the current cash position of the Company, normal measures that could have been taken to slow and reduce the cash burn, such as reducing Director's remuneration, restricting travel and entertainment, and terminating unnecessary service providers are no longer viable to prevent the Company from facing a material uncertainty regarding its ability to continue as a going concern.

However, to date, the Company has raised £25,000 from the existing warrant/option holders with a further amount of approximately £110,000 to be received from shareholders willing to exercise their warrant/option as well as to participate in the pre-RTO subscription round. In addition, the Company rightfully falls outside the scope of VAT for the services provided by suppliers as the correct place of supply is outside of the UK. The Company has reached out to its vendors to recover the VAT wrongly charged to the Company since its inception. While vendors that have existing working relationship will credit notes to offset any outstanding balance that the Company may have with them, those vendors without such existing working relationship will refund the VAT wrongly charged via cash back to the Company. The Company is currently working on recovering these amounts with its advisors, The maximum amount of cash that could be received in relation to a VAT refund is £40,455.

The company has net liabilities as at 30 September 2024 which have continued to increase post year end as further expenditure has been incurred. Whilst the cash expected to be received from the above two sources will not be sufficient to cover the company's current liabilities or expenses for the next 12 months, it is expected to be sufficient to allow the Company to start the acquisition and related fundraising process. The fundraising to be undertaken at the time of completion of the acquisition will then help to cover the costs of the process as well as liabilities incurred and outstanding to date, and provide sufficient working capital for the enlarged company.

There is no certainty that the acquisition can be completed and its associated fundraising will be successful or sufficient. As such, the Directors have considered the above circumstances gives rise to a material uncertainty that casts significant doubt on the Company's ability to continue as a going concern. The financial statements do not include any adjustments that may arise in the event that the Company is unable to complete a successful acquisition including raising if necessary adequate funds to facilitate this.

Listing Rule 6.6.4R

Listing Rule 6.6.4R requires the Company to include certain information in a single identifiable section of the Annual Report or a cross-reference table indicating where the information is set out. Other than Timothy Mark Metcalfe, who is a director of IFC Advisory which provides advisory services to the Company, the Company has also agreed to bear the fees of the audit and valuation services undertaken by the target company for the proposed acquisition that was announced on 06 March 2024. Zaccheus Peh is a shareholder of the target company. Other than those disclosed above, the Directors confirm that there are no other disclosures to be made in respect of Listing Rule 6.6.4R.

Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

The independent auditor of the Company, MHA, has expressed its willingness to continue in office and a resolution to reappoint the firm will be proposed at the Annual General meeting.

Directors' Report (continued)

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report alongside the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with UK-adopted International Financial Reporting Standards (UK adopted IFRS).

Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the Company and of the profit or loss of the Company for that year. The Directors are also required to prepare financial statements in accordance with the Listing Rules and the Disclosure and Transparency and Guidance Rules of the FCA of the London Stock Exchange for companies whose share are included in the Equity Shares (shell companies) category of the Official List.

In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
• state whether applicable UK adopted IFRS has been followed, subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors' remuneration report comply with Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. They are also responsible to make a statement that they consider that the annual report and accounts, taken as a whole, is fair, balanced, and understandable and provides the information necessary for the shareholders to assess the Company's position and performance, business model and strategy.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

The Directors have implemented a system of internal controls commensurate to the size and nature of the Company and reviews the effectiveness of systems of control periodically and will consider any additional business risks and improvement to the control environment as matters arise. The Directors do not believe the company is of the size that warrants an internal audit function although this will be considered following an acquisition.

The Board, as a whole, will be responsible for sourcing acquisitions and ensuring that opportunities are in conformity with the Company's strategy and culture. The Board will meet periodically to: (i) discuss possible acquisition opportunities for the Company; (ii) monitor the deal flow and acquisition in progress; and (iii) review the Company's strategy and ensure that it is up-to-date and appropriate for the Company and its aims.

Details of the Company's business model and strategy are included in the Chairman's Statement and Strategic Report.

Directors' Report (continued)

Statement of Directors' responsibilities pursuant to Disclosure and Transparency Rules

Each of the Directors, whose names and functions are listed on page 10 to 11 confirm that, to the best of their knowledge and belief:

• the financial statements prepared in accordance with UK adopted IFRS, give a true and fair view of the assets, liabilities, financial position and loss of the Company; and
• the Annual Report and financial statements, including the Chairman's Statement, the Strategic Report and the Directors' Report, includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that they face.

Disclosure of Information to Auditors

So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

The report of the Directors was approved by the Board on 9 June 2025 and signed on its behalf by:

Zaccheus Peh Non-Executive Chairman 09 June 2025 Company number: 13364657

Directors' Remuneration Report

Background

The Board has not nominated members of the Board to the Nomination and Remuneration Committees as the Company is currently too small. The appointments to such committees will be revisited upon the completion of an acquisition along with incorporating terms of reference for them.

Directors' letter of appointment

Each of the Directors entered into Service Agreements with the Company and continue to be engaged under these agreements until termination or resignation on one month's notice or upon his/her re-election to the board.

The Agreements spell out the scope, role and responsibilities of each director and their required observation of the regulatory requirement as well as the compliance in corporate governance that are required to put in place to manage them.

Each of the Directors have agreed to devote such time as is necessary for the proper performance of their duties which is anticipated to be two days per month.

The current Directors' remuneration comprises a fixed gross annual fee and the Directors are reimbursed, on claim basis, for expenses incurred in the course of performing services for the Company.

In event of termination or loss of office, the directors are entitled only to payment of their basic fees in respect of their notice period.

Directors' emoluments and compensations

Particulars of directors' remuneration under the Companies Act 2006 required to be audited, are detailed in the tables below:

Directors' remuneration paid and/or expensed to Directors' remuneration for their services during financial year ended 30 September 2024 was as follows:

Directors'	Share based	Total
		£
35,000	27,012	62,012
25,000	-	25,000
25,000	-	25,000
25,000	-	25,000
25,000	-	25,000
135,000	27,012	162,012
	Fees £	Payment* £

* The share-based payment relates to the vesting amount charged to profit and loss in respect of warrants and options issued or committed as at the time of the Listing in July 2022 which did not immediately vest at that time

There is no separate Remuneration Committee appointed at the date of this report.

Directors' Remuneration Report (continued)

Directors' emoluments and compensations (continued)

The Directors' outstanding options and warrants to take up unissued ordinary shares of the Company as at 30 September 2024 is disclosed in the Directors' Report. During the current financial year, no further options or warrants were issued. Rachel Stella Jan Maguire has 750,000 options outstanding although she resigned as a Non-Executive Director on 1 April 2023.

The Directors have undertaken that all shares held by Directors and Directors warrants and options are subject to a 12-month lock-in period from date of Listing followed by a subsequent 12-month period where they shall only be entitled to sell shares in such a manner that would not create a disorderly market in the shares.

Saved for warrants and options details disclosed above, there were no performance measures associated with any aspect of Directors' remuneration during the financial year. There were no bonus or incentive plans or any pension plans in place during the financial year. The Company does not pay contributions in relation to these Directors' Fees paid.

Approved on behalf of the Board of Directors by:

Zaccheus Peh Non-Executive Chairman 09 June 2025 Company number: 13364657

Independent auditor's report to the members of Spiritus Mundi plc

For the purpose of this report, the terms "we" and "our" denote MHA in relation to UK legal, professional and regulatory responsibilities and reporting obligations to the members of Spiritus Mundi plc. For the purposes of the table on page 27 that sets out the key audit matters and how our audit addressed the key audit matters, the terms "we" and "our" refer to MHA. The "Company" is defined as Spiritus Mundi plc. The relevant legislation governing the Company is the United Kingdom Companies Act 2006 ("Companies Act 2006").

Qualified opinion

We have audited the financial statements of Spiritus Mundi plc for the year ended 30 September 2024. The financial statements that we have audited comprise:

• the Statement of Comprehensive Income
• the Statement of Financial Position
• the Statement of Cash Flows
• the Statement of Changes in Equity, and
• the notes to the financial statements, including material accounting policies.

The financial reporting framework that has been applied in the preparation of the Company's financial statements is applicable law and UK adopted International Accounting Standards ("UK adopted IFRS").

In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report the financial statements:

• give a true and fair view of the state of the Company's affairs as at 30 September 2024 and of the Company's loss for the year then ended;
• have been properly prepared in accordance with UK adopted IFRS; and
• have been prepared in accordance with the requirements of the Companies Act 2006.

Our opinion is consistent with our reporting to the Board of Directors.

Basis for qualified opinion

As disclosed within note 2.2 of the financial statements the Directors have identified a material uncertainty related to going concern which casts significant doubt on the ability of the Company to continue as a going concern. However, under the ISAs (UK) we are required to evaluate whether sufficient appropriate audit evidence has been obtained to support the appropriateness of the use of the going concern basis of accounting in the preparation of the financial statements. We have been unable to secure this evidence and are consequently unable to determine whether this basis of preparation is appropriate.

In reaching this conclusion, we have considered whether a departure from the going concern basis of preparation would have a pervasive effect on the financial statements. Given the Company's limited assets and liabilities and the simplicity of its statement of financial position, we have concluded that a departure from the going concern basis of preparation should not have a pervasive impact on the financial statements and have therefore issued this qualified opinion.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Material uncertainty relating to going concern

We draw your attention to note 2.2 of the financial statements which details the fact that the Company has yet to complete an acquisition and is not able to currently meet its liabilities or ongoing operational costs. The Directors have therefore identified a material uncertainty that casts significant doubt on the Company's ability to continue as a going concern.

In auditing the financial statements, we have not been able to conclude that the Directors' use of the going basis of accounting in the preparation of the financial statements is appropriate. For this reason, we have modified our audit opinion as detailed under the basis for qualified opinion section of our report.

Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:

• Consideration of the inherent risks associated with the Company being a Special Purpose Acquisition Company (SPAC) and specifically the business model of searching for suitable acquisition targets;
• Making enquiries of the Directors in relation to the progress made in identifying suitable acquisition targets and assessment of timescales for completing an acquisition;
• Consideration of the ongoing operating costs associated with this activity prior to a successful acquisition being achieved and consideration of the costs associated with an acquisition and the Company's plans to fund such an acquisition;
• Consideration of the liquidity of the Company and assessing the availability of sufficient cash resources to settle liabilities as they fall due and fund the ongoing operating costs;
• Consideration of the contingency plans of the Directors to manage cash resources in the short term, including deferment of expenses and raising additional resources to fund the Company prior to a successful acquisition being completed;
• Consideration of the corroborative evidence available to support the Directors' assertion that the Company remains a going concern; and
• Evaluating the appropriateness of the disclosures in the financial statements.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Overview of our audit approach

Scope Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.

Materiality	2024	2023
Company	£29.5k	£21k	5% of loss before tax (2023: 5% of net assets)
Key audit matters

• Event driven VAT treatment and recoverability of any VAT receivable recognised.
  • Separately, the Company's ability to continue as a going concern was another key audit matter. The consideration and issues arising from this are detailed within the material uncertainty relating to going concern and basis for qualified opinion sections of this report.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those matters which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

VAT treatment and recoverability of any VAT receivable recognised

Key audit matter description	Due to the Company being tax resident in Singapore, any services provided to the Company are outside the scope of VAT. Since incorporation, UK service providers to the Company had charged VAT in the absence of any confirmed non-UK residential status. The Company has sought advice and confirmed their status, meaning that VAT had been incurred incorrectly. As the Company is not registered for VAT in the UK, management sought to recover this VAT incurred, directly from the suppliers.
	This matter was considered significant due to:  The complexity in interpreting cross-border VAT legislation;  The reliance on third parties to refund VAT;  The judgement involved in assessing whether a financial asset should be recognised under IFRS 9, which requires a high threshold of virtual certainty for recognition; and  The need to evaluate the receivable recognition or appropriate contingent asset disclosures where refund was uncertain.
How the scope of our audit responded to the key audit matter	Our procedures over this issue included, but were not limited to, the following:  Reviewed VAT advice obtained by management and assessed the credibility and relevance of that advice;  Engaged internal VAT specialists to independently evaluate the VAT status of the Company;  Reviewed management's analysis and reconciliation of VAT amounts, including inspection of invoices, payment records, and communications with suppliers;  Assessed whether the recognition criteria under IFRS 9 were met for amounts recorded as receivables;  Evaluated the appropriateness of disclosing any residual VAT recoverable amounts as contingent assets under IAS 37; Performed a detailed recalculation of the VAT recoverable amount, and compared this to the receivable and contingent asset disclosures in the financial statements; and  Verified whether any credit notes or cash refunds had been received post year-end for recognised receivables.
Key observations communicated to the Board of Directors	We have nothing to report to the Board of Directors in respect of the accounting records and subsequent disclosures made in the financial statements.

Our application of materiality

Our definition of materiality considers the value of error or omission on the financial statements that, individually or in aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those financial statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Materiality is used in planning the scope of our work, executing that work and evaluating the results.

Materiality in respect of the Company was set at £29,500 (2023: £21,000) which was determined on the basis of 5% of loss before tax (2023: 5% of the Company's net assets). Given the significant decline in net assets during the year into a net liability position, net assets was no longer considered an appropriate benchmark. We believe that loss before tax is a more suitable measure, reflecting the focus of financial statement users on the underlying expenditure incurred in preparation for a reverse takeover.

Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, to an appropriately low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.

Performance materiality for the Company was set at £20,600 (2023: £14,700) which represents 70% (2023: 70%) of the above materiality levels.

The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the nature of the systems and controls and the level of misstatements arising in previous audits.

We agreed to report any corrected or uncorrected adjustments exceeding £1,475 to the Board of Directors as well as differences below this threshold that in our view warranted reporting on qualitative grounds.

The control environment

We evaluated the design and implementation of those internal controls of the Company which are relevant to our audit, such as those relating to the financial reporting cycle.

Climate-related risks

In planning our audit and gaining an understanding of the Company, we considered the potential impact of climate-related risks and mandated regulatory disclosures (as necessary) on the business and its financial statements. We performed our thematic climate risk assessment in conjunction with management information and held discussions with management to understand their process for identifying and assessing climate risks.

We have concurred with management's assessment that climate-related risks are not material to these financial statements.

Reporting on other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

As described in the basis for qualified opinion section of our report, we are unable to conclude whether the use of the going concern basis of preparation is appropriate. Where the other information refers to matters relating to going concern, we are unable to conclude whether there is a material misstatement of this other information for the same reason.

Strategic report and Directors report

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors' report.

Directors' remuneration report

Those aspects of the Directors' remuneration report which are required to be audited have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Arising solely from the limitation on the scope of our work relating to the use of the going concern basis of preparation, referred to above:

we have not obtained all the information and explanations that we considered necessary for the purpose of our audit.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received by branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of Directors' remuneration specified by law are not made; or
• the part of the Directors' remuneration report to be audited is not in agreement with the accounting records and returns.

Responsibilities of Directors

As explained more fully in the Directors' responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

Identifying and assessing potential risks arising from irregularities, including fraud

The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of irregularities, including fraud, included the following:

• We considered the nature of the operations, the control environment, and management's own risk assessment that irregularities might occur as a result of fraud or error. From our assessment and through discussion with the Directors, we obtained an understanding of the legal and regulatory frameworks applicable to the Company focusing on laws and regulations that could reasonably be expected to have a direct material effect on the financial statements, such as provisions of the Companies Act 2006, and both UK and Singapore tax legislation.
• We enquired of the Directors concerning the Company's policies and procedures relating to:
  • identifying, evaluating and complying with the laws and regulations and whether they were aware of any instances of non-compliance;
  • detecting and responding to the risks of fraud and whether they had any knowledge of actual or suspected fraud; and
  • the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
• We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by evaluating management's incentives and opportunities for manipulation of the financial statements. This included utilising the spectrum of inherent risk and an evaluation of the risk of management override of controls. We determined that the principal risks were related to posting inappropriate journal entries to reduce costs and improve financial performance, and management bias in accounting estimates particularly in determining share-based payments charges.

Audit response to risks identified

In respect of the above procedures:

We corroborated the results of our enquiries through our review of the minutes of the Company's board meetings, together with inspection of the statutory filings at Companies House and announcements made by management on the London Stock Exchange;

• Audit procedures performed by the engagement team in connection with the risks identified included:
  • reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations expected to have a direct impact on the financial statements;
  • testing of journal entries, including those processed late for financial statement preparation, and other adjustments for appropriateness;
  • evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias;
  • enquiry of management around actual and potential litigation and claims;
  • challenging the assumptions and judgements made by management in its significant accounting estimates; and
  • reviewing certain expenditure, vouching to supporting documentation and challenging the business rationale for the expenditure.
• The Senior Statutory Auditor considered the experience and expertise of the engagement team to ensure that the team had the appropriate competence and capabilities; and
• We communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Other requirements

We were appointed by the Directors on 28 September 2022 to audit the financial statements for the year ended 30 September 2022 and were reappointed at the Company's AGM on 22 February 2024. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 3 years.

We did not provide any non-audit services which are prohibited by the FRC's Ethical Standard to the Company, and we remain independent of the Company in conducting our audit.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and Transparency Rules 4.1.15R to 4.1.18R. This auditor's report provides no assurance over whether the annual financial report has been prepared in accordance with those requirements.

Andrew Moyser FCA FCCA (Senior Statutory Auditor) for and on behalf of MHA, Statutory Auditor London, United Kingdom 9 June 2025

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)

Spiritus Mundi plc Annual Report for the financial year ended 30 September 2024

Statement of Comprehensive Income

		12 Months to 30 September	12 Months to 30 September
	Note	2024	2023
		£	£
Continuing operations
Administrative expenses		(592,921)	(537,979)
Loss before income tax	4	(592,921)	(537,979)
Taxation	6	-	-
Total comprehensive loss for the financial year/period attributable to the equity owners		(592,921)	(537,979)
Loss per share
Basic and diluted	7	(0.01)	(0.01)

The notes on pages 36 to 50 form part of these financial statements. Company number: 13364657

Statement of Financial Position

	As at	As at
	30 September	30 September
Note	£	2023 £
		14,502
		498,626
	120,516	513,128
	120,516	513,128
		(87,281)
		(87,281)
	(260,579)	(87,281)
		425,847
12	493,000	493,000
12	957,531	957,531
	(1,590,594)	(1,024,684)
	(140,063)	425,847
	8 9 10	2024 93,182 27,334 (260,579) (260,579) (140,063)

These financial statements were approved by the Board of Directors and authorised for issue on 9 June 2025.

Zaccheus Peh Non-Executive Chairman

The notes on pages 36 to 50 form part of these financial statements.

Statement of Cash Flows

		12 Months to 30 September 2024	12 Months to 30 September 2023
	Note	£	£
Cash flow from operating activities
Loss for the financial year		(592,921)	(537,979)
Adjustments:
Share based payments		27,012	36,016
Loss for the financial year before changes in working capital		(565,910)	(501,963)
Changes in working capital
Increase in receivables	8	(78,680)	(5,978)
Increase in trade and other payables	10	173,298	65,028
Net cash used in operating activities		(471,292)	(442,913)
Net decrease in cash and cash equivalents		(471,292)	(442,913)
Cash and cash equivalents at the beginning of the financial year		498,626	941,539
Cash and cash equivalents at the end of the financial year		27,334	498,626

The notes on pages 36 to 50 form part of these financial statements.

Statement of Changes in Equity

	Share Capital £	Share Premium £	Accumulated Losses £	Total Equity/(Deficit) £
As at 1 October 2022	493,000	957,531	(522,721)	927,810
Comprehensive income Loss for the financial period	-	-	(537,979)	(537,979)
Transactions with owners Share based payments	-	-	36,016	36,016
As at 30 September 2023	493,000	957,531	(1,024,684)	425,847
As at 1 October 2023	493,000	957,531	(1,024,684)	425,847
Comprehensive income Loss for the financial year	-	-	(592,921)	(592,921)
Transactions with owners Share based payments	-	-	27,012	27,012
As at 30 September 2024	493,000	957,531	(1,590,594)	(140,063)

The notes on pages 36 to 50 form part of these financial statements.

Notes to the Financial Statements

1. Company Information

Spiritus Mundi plc (the "Company'') is a public company limited by shares, listed on the London Stock Exchange, registered in England and Wales. The Company is domiciled in England and its registered office is 6 Heddon Street, London W1B 4BT, United Kingdom, although its operational base is considered to be in Singapore where the operational decisions are principally made.

The principal activity of the Company is that of identifying and acquiring investment projects.

2. Summary of material accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. The policies have been consistently applied to all the financial periods presented, unless otherwise stated. The financial statements are presented in the Company's functional currency, Pounds Sterling ("£"), rounded to the nearest pound.

2.1 Basis of preparation

These financial statements of the Company have been prepared on a going concern basis in accordance with UK-adopted international Financial Reporting Standards (UK adopted IFRS).

Measurement bases

The Financial Statements have been prepared under the historical cost convention unless otherwise stated. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The preparation of the financial statements in compliance with UK adopted IFRS requires the use of certain critical accounting estimates and management judgements in applying the accounting policies. The significant estimates and judgements that have been made and their effect is disclosed in note 3.

2.2 Going concern

The financial statements have been prepared on the assumption that the Company will continue as a going concern. Under this assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the financial statements.

The current activity of the Company is to explore acquisition opportunities and it is seeking to complete an acquisition in the next few months. The success of the Company's business strategy is dependent on the Directors' ability to identify and complete the Proposed Acquisition, together with associated fundraising to fund this acquisition. If the Company cannot complete an acquisition, the Company will still need to raise further working capital to cover ongoing expenditure and liabilities incurred to date and/or consider winding up of the Company if it transpires that an acquisition strategy is no longer viable.

The Company's current ongoing operational costs, which do not include professional fees for acquisitions, are approximately £416,000 per annum and the cash on hand as at 30 September 2024 was £27,334. As at 13 May 2025 the Company has cash on hand of £4,670.

Notes to the Financial Statements (continued)

2. Summary of significant accounting policies (continued)

2.2 Going concern (continued)

The company has net liabilities as at 30 September 2024 which have continued to increase post year end as further expenditure has been incurred. Whilst the current cash resources of the Company are not sufficient to cover the existing liabilities or ongoing operational costs of the Company, the cash expected to be received from the exercising of the warrant/options as well as the participation in the pre-RTO subscription round, and the VAT refund from vendors, is expected to be sufficient for the Company to start the acquisition and fundraising process.

The fundraising to be undertaken at the time of the completion of the acquisition will then help to cover the expenses incurred to date and provide sufficient working capital for the enlarged Company.

Whilst there is no certainty that the fundraising will be a complete success, the Directors have sufficient confidence that enough funds can be raised to continue to adopt the going concern basis in preparing the financial statements.

Nevertheless, the Directors have considered the above circumstances gives rise to a material uncertainty that casts significant doubt on the Company's ability to continue as a going concern and thus needs to be properly disclosed in the financial statements for the year ended 30 September 2024.

2.3 New standards, amendments and interpretations to existing standards

New standards, interpretations and amendments

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB and endorsed by the UK Endorsement Board (UKEB). The following amendments are effective for financial years beginning on or after 1 January 2022:

• a) Onerous Contracts Cost of Fulfilling a Contract (Amendments to IAS 37);
• b) Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16);
• c) Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 16 and IAS 41); and
• d) References to Conceptual Framework (Amendments to IFRS 3).

These amendments have no material impact on the Company.

Notes to the Financial Statements (continued)

1. Summary of significant accounting policies (continued)

2.3 New standards, amendments and interpretations to existing standards (continued)

New standards, interpretations and amendments (continued)

The following amendments are effective for financial years beginning on or after 1 January 2023:

• a) Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2);
• b) Definition of Accounting Estimates (Amendments to IAS 8);
• c) Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12); and
• d) International Tax Reform Pillar Two Model Rules (Amendments to IAS 12).

The above amendments have no material impact on the Company.

The following amendments are effective for financial years beginning on or after 1 January 2024:

• a) Lease Liability in a Sale and Leaseback Transaction (Amendments to IFRS 16);
• b) Classification of Liabilities as Current or Non-Current (Amendments to IAS 1);
• c) Non-Current Liabilities with Covenants (Amendments to IAS 1);
• d) Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7); and
• e) Lack of Exchangeability (Amendments to IAS 21).

Effective for financial years beginning on or after 1 January 2027, the IASB issued IFRS 18 which will replace IAS1, presentation of financial statements.

The Company does not expect any of the amendments issued by the IASB, but not yet effective, to have a material impact on the Company.

2.4 Foreign currency transactions and balances

Transactions in foreign currencies are measured in the functional currency of the Company and are recorded on initial recognition in the functional currency at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dated of the initial transactions.

Exchange differences arising on the settlement of monetary items or on translating monetary items at the end of the reporting period are recognised in profit or loss, within administrative expenses.

2.5 Segment reporting

Identifying and acquiring investment projects is the only activity the Company is involved in and is therefore considered as the only operating segment.

The financial information of the single segment is the same as that set out in the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the Statement of Cash Flows.

2.6 Financial instruments

a) Financial assets

The Company's financial assets comprises solely of cash and cash equivalents, as well as receivables comprising post year end credit notes received from suppliers. All financial assets are carried at amortised cost.

Notes to the Financial Statements (continued)

2. Summary of significant accounting policies (continued)

2.6 Financial instruments (continued)

Financial assets (continued)

The cash and cash equivalents in the statement of financial position is entirely made up of cash balances with United Overseas Bank Ltd, a counterparty with independent credit ratings on long-term deposits of Aa1/AA-.

b) Financial liabilities

Initial recognition and measurement

Financial liabilities are recognised when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial liabilities at initial recognition.

All financial liabilities are recognised initially at fair value plus in the case of financial liabilities not at fair value through profit and loss (FVTPL), directly attributable transaction costs.

Subsequent measurement

After initial recognition, financial liabilities that are not carried at FVTPL are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. On derecognition, the difference between the carrying amounts and the consideration paid is recognised in profit or loss.

2.7 Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting its liabilities. Equity instruments issued by the Company comprise of:

• Share capital, which represents the nominal value of the ordinary shares issued.
• Share premium, which represents premium received on the initial issuing of the share capital. Incremental cost directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds, net of tax.
• Accumulated losses, which includes all prior and current financial year results as disclosed in the Statement of Comprehensive Income.

2.8 Earnings per share

Basic earnings per share is calculated by dividing the loss attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares, by weighting the average number of ordinary shares outstanding during the financial year.

Notes to the Financial Statements (continued)

2. Summary of significant accounting policies (continued)

2.8 Earnings per share (continued)

Diluted earnings per share is calculated based on the same income figures, divided by the aggregated sum of weighted average number of shares outstanding during the financial year and dilutive shares related to share-based compensation plans. If the inclusion of potentially issuable shares could decrease diluted loss per share, the potentially issuable shares are excluded from the weighted average number of shares outstanding used to calculate diluted earnings per share.

2.9 Share-based payments

The Company has issued warrants to initial investors and certain counter parties and advisers.

Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at date of the grant, equating to the date the company and counterparty had a shared understanding of the terms and conditions of the arrangement. The fair value so determined is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions.

2.10 Cash and cash equivalent

Cash and cash equivalents comprise of cash at bank which is subject to an insignificant risk of changes in value.

2.11 Income tax

Income tax for the financial year presented comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used.

3. Critical accounting judgements and key sources of estimation uncertainty

In the process of applying the Company's accounting policies, management makes estimates and assumptions that have an effect on the amounts recognised in the financial information. Although these estimates are based on management's best knowledge of the current events and actions, actual results may ultimately differ from those estimates.

Critical accounting judgements

a. Treatment of listing and share issue costs

As disclosed in note 2.7 to the financial statements, share premium received is presented net of incremental costs directly attributable to the issuance of shares. In the application of the treatment, listing expenses incurred attributable to both existing shares and new shares, are apportioned on a pro-rata basis, based on number of shares issued at the time of listing. No shares issued in current or prior year. No change in judgements.

Notes to the Financial Statements (continued)

3. Critical accounting judgements and key sources of estimation uncertainty (continued)

Critical accounting judgements (continued)

b. Going concern

As disclosed in note 2.2, the directors have acknowledged that there is a material uncertainty in relation to going concern but are confident the business will be able to continue for the foreseeable future. As such the financial statements have been prepared on a going concern basis.

Key sources of estimation uncertainty

a. Fair value measurement of share-based payments

Share-based payments arrangements are recognised at fair value at the date of the grant. The fair value so determined, based on expert's advice, is expensed based on the Company's estimate of the number of shares that will eventually vest. Fair value is measured using the Binomial Tree pricing model. The key assumptions used in the model have been adjusted, based on management's best estimate following expert's advice on volatility and risk-free rate of returns, as well as the effects of non-transferability, exercise restrictions and behavioural conditions.

During the financial year, the Company has recorded a share-based payment expense of £27,012 (2023: £36,016), presented in the directors' remuneration. Key estimates included in the fair value model, are disclosed in note 11 to the financial statements.

4. Loss before income tax

	12 Months to 30 September 2024 £	12 Months to 30 September 2023 £
Accounting fees	1,528	1,636
Audit fees
- Current year	36,300	30,600
- Under provision of prior period	-	18,000
Non-audit fees paid to auditor	3,000	4,200
Directors' remunerations (see note 5)	162,012	171,016
Listing fee	134,142	127,729
Professional fees	182,544	115,936
Secretarial fees	780	2,818
Other costs	72,615	66,044
	592,921	537,979

Notes to the Financial Statements (continued)

5. Directors' remuneration

The Company has no employees other than the Directors.

		Share-based
	Directors' fees	payment (see note 11)	Total
	£	£	£
Directors' remuneration for financial year ended 30 September 2024
Zaccheus Peh	35,000	27,012	62,012
Simon Winson Ng	25,000	-	25,000
Wong Fatt Heng	25,000	-	25,000
Wesley Gordon Lawrence	25,000	-	25,000
Timothy Mark Metcalfe	25,000	-	25,000
	135,000	27,012	162,012
Directors' remuneration for financial period ended 30 September 2023
Zaccheus Peh	35,000	36,016	71,016
Simon Winson Ng	25,000	-	25,000
Wong Fatt Heng	25,000	-	25,000
Wesley Gordon Lawrence	25,000	-	25,000
Rachel Stella Jan Maguire	12,500	-	12,500
(Resigned on 1 April 2023)
Timothy Mark Metcalfe	12,500	-	12,500
(Appointed on 1 April 2023)
	135,000	36,016	171,016

6. Taxation

	12 Months to 30 September 2024	12 Months to 30 September 2023
Analysis of charge in financial period/year	£	£
Loss before tax on continuing operations	(592,921)	(537,979)
Corporation tax rate of 17%	(100,797)	(91,456)
Non-deductible expenses	12,565	27,836
Tax losses carried forward	88,232	63,620
Tax charge for the financial period/year	-	-

The Company is managing its operations in Singapore and accordingly, the standard rate of corporation tax applicable for the financial year was 17 per cent.

The Company has tax losses carried forward of £1,055,968 (30 September 2023: £536,659). The Directors believe that it would not be prudent to recognise any deferred tax assets before such time as the Company generates taxable income. There are no known expiry dates on the tax losses carried forward.

Notes to the Financial Statements (continued)

7. Loss per share

The loss per share has been calculated using the loss for the financial year and the weighted average number of ordinary shares entitled to dividend rights which were outstanding during the financial year, as follows:

	12 Months to 30 September 2024 £	12 Months to 30 September 2023 £
Loss for the financial year attributable to equity holders of the Company Weighted average number of ordinary shares	(592,921) 49,300,000	(537,979) 49,300,000
Basic and diluted loss per Share	(0.01)	(0.01)

For the financial year ended 30 September 2024 and the financial period ended 30 September 2023, basic loss per share and diluted loss per share are the same due to effect of warrants and options being non-dilutive in light of the loss per share.

8. Receivables

	30 September 2024 £	30 September 2023 £
Prepayments	16,026	14,502
Other receivables*	77,156	-
	93,182	14,502

* Other receivables include supplier credit notes received post year end which relate to expenses incurred prior to year end and payment of audit fee on behalf of the target companies for the proposed acquisition as announced on 6 March 2024.

9. Cash and cash equivalents

	30 September 2024 £	30 September 2023 £
Cash at bank	27,334	498,626

10. Other payables

	30 September 2024 £	30 September 2023 £
Trade payables	70,143	21,094
Accruals	129,936	66,187
Other payables*	60,500	-
	260,579	87,281

Notes to the Financial Statements (continued)

* Other payables are cash advances received by the Company in anticipation of future exercising of share options and warrants.

11. Warrants and Options

There were no new warrants or options issued during the current financial year ended 30 September 2024.

Details of the warrants outstanding as at 30 September 2023 and 2024 are as follows:

Category of warrants	Number	Vesting	Exercise	Expiry Date
	outstanding	date	price
			(£)
Founder's Warrant I (FW1)		10,000,000 1 July 2021	0.01	8 July 2027
Founder's Warrant II (FW2)	-	Not vested	0.01	2 years from
				completion of a RTO
Friends & Family Warrants (FFW)		4,300,000 8 July 2022	0.05	Later of completion of
Warrants at Admission (IPOW)		5,600,000 8 July 2022	0.05	a RTO or 12 months
Vendors' Warrants (VW)		986,000 8 July 2022	0.05	from Admission
Total	20,886,000

Founder's Warrant

The Founder of the Company is the only eligible party to participate in Founder's Warrants scheme. A warrant deed was issued dated 30 June 2022, pursuant to the agreement appointing the Founder as the non-executive chairman of the Company on 1 July 2021. The deed finalised the incentives for the achievements of the targets set out in the agreement of 1 July 2021. The warrants are to be issued in 2 tranches, represented by FW1 and FW2 in the table above.

The FW1 warrants were issued, following the completion of target subscriptions of shares of the Company. The warrants were vested on Admission date, with an expiry set out as 5 years from the date of Admission.

In accordance with the warrant deed, FW2 warrants would represent 100% of the warrants in FW1 (ie. 10,000,000 warrants), to be issued upon completion of a Reverse Takeover acquisition (RTO). These warrants may be exercised in whole or in part, any time and from time to time, from the date of completion of a RTO. FW2 is set out to expire 2 years from the date of RTO. As at 30 September 2023 and 2024, FW2 warrants have not been issued nor vested, although they are contractually committed and have therefore not been included in the table above.

As at 30 September 2024, there were 10,000,000 FW1 warrants outstanding and no warrants were exercised during the financial year. The Company recognised an aggregated effect of £27,012 (FY23: £36,016) (see note 5) into profit or loss, as a result of the Founder's Warrants (FW1 and FW2). As at 30 September 2024, the Founder of the Company holds a total of 11,140,000 warrants outstanding, comprising of 10,000,000 FW1 warrants and 1,140,000 warrants from IPOW, with further details disclosed below. The Company is also committed to issue 10,000,000 FW2 warrants to the founder on successful completion of an RTO.

Notes to the Financial Statements (continued)

11. Warrants and Options (continued)

Directors' Warrant arising from Directors' services during the fundraising activities of the Company

Certain non-executive Directors were issued 1 warrant for every 2 shares that they invested during the first fund raising round in the previous financial period, represented by FFW above, for their services provided to the Company in respect of fundraising and listing.

The exercise price for FFW is priced at the price offered to public at £0.05 per share. These Directors Warrants had vested in full at date of Admission on 8 July 2022 and will expire at the later of 12 months from date of Admission or the date upon which an RTO is completed.

As at 30 September 2024, there were 4,300,000 FFW warrants outstanding, and no warrants were exercised during the financial year. In the financial period ended 30 September 2022, the Company recognised an aggregated effect of £5,611 into profit or loss for the FFW issued based on the assumptions as disclosed within this note.

Warrants at Admission (IPOW) and Vendors' Warrants (VW)

On 8 July 2022, warrants at Admission were issued as incentives for subscription at Admission at 1 warrant for every share that they invested, whereas vendors' warrants were issued as an opportunity for major advisors to participate in equity in lieu of services provided. These warrants were issued on similar terms as FFW and are priced at the price offered to public at £0.05 per share. These warrants had vested in full at date of Admission and will expire at the later of 12 months from date of Admission or the date upon which an RTO is completed.

As at 30 September 2024, there were 6,586,000 warrants outstanding comprising 5,600,000 warrants for the investors that subscribed for shares at IPO subscription and 986,000 warrants for major advisors to participate in equity, and none were exercised during the financial year. In the financial period ended 30 September 2022, the Company recognised an aggregated effect of £1,287 into profit or loss for the VW issued based on the assumption listed on this note.

The costs of the warrants in respect of the IPOW subscription has been subsumed within share premium generated on that issue during the period ended 30 September 2022.

There were no warrants exercised during the financial year or preceding financial period, except for £38,000 received from Zaccheus Peh on 11 September 2024, for the partial exercise of FW1 pending the lifting of suspension of the Company's share as announced on 06 March 2024.

Details of the options outstanding as at 30 September 2023 and 2024 are as follows:

Category of Options	Number outstanding	Exercise price (£)	Expiry Date
Directors' Options issued on:
1 July 2022 (D1)	750,000	0.03	Later of completion of an RTO
8 July 2022 (D2)	2,250,000	0.03	or 12 months from Admission
Total as at 30 September 2023 and 30 September 2024	3,000,000

The Directors' Share Option scheme was adopted by the Company to encourage and reward the contribution of the Directors to the Company. At the date of Listing, 750,000 options were granted to each of the Non-Executive Directors except for Timothy Mark Metcalfe who joined as a Non-Executive Director on 01 April 2023. There were no new options granted in the previous and current financial period. Out of the total of 3,000,000 options granted, none of the options have been exercised except for an amount of £22,500 received from Wesley Gordon Lawrence on 23

Spiritus Mundi plc Annual Report for the financial year ended 30 September 2024 Notes to the Financial Statements (continued)

11. Warrants and Options (continued)

September 2024 for the full exercise of 750,000 Directors Option pending the lifting of suspension of the Company's share as announced on 06 March 2024.

The dates of the Directors' Share Options grants were set to correspond to the date of the appointment letters agreed with the directors and vested immediately on issue following listing. The exercise price for these Directors' Options is determined by the issue value of the shares of the Company in the first Fund-raising round priced at £0.03 per share around the time directors' terms were agreed. These Directors Options will expire at the later of 12 months from date of Admission or the date upon which an RTO is completed. During the financial period ended 30 September 2022, the Company recognised an aggregated effect of £3,805 into profit or loss for these options issued. There is no charge to the profit or loss in the current or prior financial year.

The estimated fair values of warrants and options were calculated by applying the Binomial pricing model. The fair value was measured in accordance with IFRS 2 at fair value (excluding the effect of non-market based vesting conditions) at date of grant. The key assumptions used in the model have been adjusted, based on management's best estimate, for the effects of exercise restrictions, volatility of share interest and behavioural considerations as well as the dilutive effects of exercise. The key assumptions used in the calculation were as follows:

	FW1	FW2	D1 & D2	FFW	IPOW	VW
Share price at grant	£0.03	£0.03	£0.03	£0.05	£0.05	£0.05
Vesting period	0 years	3 years	0 years	0 years	0 years	0 years
Exercise price	£0.01	£0.01	£0.03	£0.05	£0.05	£0.05
Expected volatility	30.00%	30.00%	30.00%	30.00%	30.00%	30.00%
Risk-free rate	0.36%	0.08%	0.17%	4.32%	4.32%	4.32%
Dividend rate	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Fair value at date of grant	£135,810	£108,047*	£3,805	£5,611	£7,306	£1,287

*FW2 warrants have not been issued and remains unvested as at the end of the financial year/period.

The expected volatility was determined by taking reference to the historical volatility rates of quoted companies of comparable background and industry/sector. In arriving at the valuation in respect of FW2 warrants which, although committed, are not granted or vested, the directors have applied a probability of 80% that vesting will occur following a successful RTO, based on historic successful Cash Shell's Reverse Takeover acquisition data trends. The warrants and options as disclosed above, do not contain any cash-settlement options.

The aggregated effects of the warrants and options recognised in profit and loss, comprises:

	12 Months to 30 September 2024 £	12 Months to 30 September 2023 £
Charged to:
Directors' Remuneration (note 5)	27,012	36,016

Notes to the Financial Statements (continued)

12. Share capital and share premium

	Number of shares '000	Share capital £	Share premium* £
Issued at incorporation	50,000	50,000	-
Effects of share consolidation at 10 for 1 on 24 May 2021	(45,000)	-	-
Shares issuance on 12 July 2021	38,700	387,000	774,000
Shares issuance on 8 July 2022	5,600	56,000	224,000
As at 30 September 2023 and 30 September 2024	49,300	493,000	998,000
*Presented gross of issuance costs, set against share premium of £40,469.

Each ordinary share (including Subscription Shares) ranks pari passu for voting rights, dividends and return of capital upon winding up of the Company.

All ordinary shares are freely transferable and there are no restrictions on transfer, except for all shares held by Directors including any shares exercised under Directors Warrants and Options, which are subjected to a 12 month lock-in period from date of Admission and followed by a subsequent 12 month period where they shall only be entitled to sell shares in such a manner that would not create a disorderly market in the share.

As at 30 September 2024, there were 20,886,000 warrants and 3,000,000 options/unissued ordinary shares exercisable as detailed in note 11 above. In addition, subject to a successful RTO or an acquisition taking place, another 10,000,000 warrants will be issued.

13. Financial instruments by category

Financial assets

Financial assets measured at amortised cost comprise the following:

	30 September 2024 £	30 September 2023 £
Cash at bank	27,334	498,626
Receivables	77,156	-

Financial liabilities

Financial liabilities measured at amortised cost comprise the following:

	30 September 2024 £	30 September 2023 £
Trade payables	70,143	21,094
Accruals	129,936	66,187
Other payables	60,500	-
	260,579	87,281

Notes to the Financial Statements (continued)

13. Financial instruments by category (continued)

Financial liabilities (continued)

The Company's major financial instruments include bank balances and amounts payable to suppliers. The risks associated with these financial instruments, and the policies on how to mitigate these risks are set out below. Risk management is carried out by Board of Directors. The Company uses financial instruments to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risk to which it is exposed.

Liquidity risk

Liquidity risk arises from the Company's management of working capital.

The Company regularly reviews its major funding positions to ensure that it has adequate financial resources in meeting its financial obligations. The Directors have considered the liquidity risk as part of their going concern assessment (note 2.2). Controls over expenditure are carefully managed in order to maintain its cash reserves whilst it targets a suitable transaction.

The Company's liabilities have contractual maturities which are summarised below:

	Within 6 months £	6 to 12 months £	1 to 5 years £
As at 30 September 2024
Trade payables	70,143	-	-
Accruals	129,936	-	-
Other payables	60,500	-	-
Total financial liabilities	260,579	-	-
As at 30 September 2023
Trade payables	21,094	-	-
Accruals	66,187	-	-
Total financial liabilities	87,281	-	-

Credit risk

The Company's credit risk is wholly attributable to its cash balance. The credit risk from its cash and cash equivalents is limited because the counter parties are banks with high credit ratings and have not experienced any losses in such accounts.

Interest risk

The Company's exposure to interest rate risk is the interest received on the cash held, which is immaterial.

Currency risk

The Company is exposed to minimal currency risk at present.

Notes to the Financial Statements (continued)

13. Financial instruments by category (continued)

Capital risk management

The Company's capital structure consists mainly of equity share capital and the share premium. The Company's objectives when managing capital is to safeguard the Company's ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure. The Company has no borrowings and does not pay dividends. In order to maintain or adjust the capital structure, the Company may return capital to shareholders or issue new shares. Following an acquisition, the Company may also pay dividends to shareholders.

14. Related party transactions

In addition to the related party information disclosed elsewhere in the financial statements, the following transactions with related parties took place at terms agreed between the parties during the financial year:

	12 Months to 30 September 2024 £	12 Months to 30 September 2023 £
Listing fees	36,226	18,000
Professional fees	64,169	-
Other payables	60,500	-

For the current and previous financial period, listing fees were paid to IFC Advisory Limited whilst Timothy Mark Metcalfe, a director of IFC Advisory Limited, was appointed as a director of the company from 1 April 2023.

On 11 and 23 September 2024, £38,000 and £22,500 was received from Zaccheus Peh and Wesley Lawrence respectively in anticipation of their exercise of Founder's Warrant I and Director options upon the lifting of suspension in the trading of the Company shares. These amounts are included in other payables.

Part of the audit and valuation services amounting to £64,169 undertaken by the target companies in the proposed acquisition announced on 06 March 2024 has been paid by the Company. Zaccheus Peh is a shareholder of the target companies. At the year end, the Company owed Zaccheus Peh and Wesley Lawrence £21,831 and £2,847, included within trade payables, respectively for reimbursable expenses the cost of these expenses are included in 'other costs' in note 4. No balances were owed at 30 September 2023.

Key management personnel are considered to be the directors. Their remuneration is disclosed in the Directors' Remuneration Report on page 22 to 23.

15. Subsequent events

There have been no significant events since the end of the reporting financial year.

Notes to the Financial Statements (continued)

16. Contingent asset on VAT recovery

The Company is in the process of pursuing the recovery of VAT from certain suppliers where services should have been invoiced to the company outside the scope of VAT. Where the recovery of these amounts has been confirmed post-year end, this is considered an adjusting post balance sheet event and these amounts are included in receivables in the Statement of Financial Position. Where confirmation has not yet been received and the relationship with suppliers is still ongoing, the directors are of the opinion that recovery of these amounts is probable. The expected amount to be recovered which is not already recognised as a receivable in these financial statements is £33,175. There are further amounts which are possible to be recovered, but these relate to suppliers where the company no longer has an ongoing relationship and therefore, the directors consider the recovery of these amounts to be possible, but not sufficiently probable to meet the definition of a contingent asset.